I wasn't thrilled with the class imbalance of 3rd and 3.5, and I hated hated hated HATED 4th. It's a great system for rolling dice, and it's incredibly streamlined...but, that's part of the problem. I also hated what WotC did with the lore of the D&D multiverse. We already HAD large-scale deicide a few years before; we didn't need another one that reduced the archetypal (i.e., Forgotten Realms) pantheon to fewer than two-dozen gods. Of course, that setting is so overloaded with Mary Sue characters I'm surprised no one with an Italian name has achieved godhood yet.

And goddammit, neither Asmodeus nor Orcus are ****ing gods, and you'd never see demons and devils exist under the same umbrella. 4th Edition was shameful on most levels, but they DID actually balance out the classes very well.